Common use of Benefit Plans and Arrangements Clause in Contracts

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, PBOC shall take all reasonable action so that employees of BYL and BYL Bank who are retained by PBOC and become Bank employees shall be entitled to participate in the PBOC employee benefit plans of general applicability. For purposes of determining eligibility to participate in and the vesting of benefits under the PBOC employee benefit plans (other than PBOC's defined benefit pension plan), PBOC shall recognize years of service with BYL and BYL Bank prior to the Effective Time. (b) PBOC and the Bank, as appropriate, shall assume: (i) the employment agreements Previously Disclosed with ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇; (ii) the Executive Salary Continuation Agreements Previously Disclosed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen and (iii) the consulting agreement with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ set forth in Schedule 5.8(b) hereto. (c) PBOC anticipates that most employees of BYL and BYL Bank as of the Effective Time shall become employees of the Bank as of the Effective Time, provided that PBOC shall have no obligation to continue the employment of any BYL or BYL Bank employee and nothing contained in this Agreement shall give any employee of BYL or BYL Bank a right to continuing employment with PBOC or the Bank after the Effective Time. Except for BYL or BYL Bank officers who are listed in Section 5.8(b) hereof, any BYL or BYL Bank employee shall be entitled to receive one week severance payment of each year of service at BYL or BYL Bank. All of such BYL or BYL Bank employees shall become subject to PBOC's severance policies with respect to employment services performed after the Effective Time for PBOC or the Bank.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, PBOC shall take all reasonable action so that employees of BYL and BYL Bank who are retained by PBOC and become Bank employees BOH shall be entitled to participate in the PBOC employee benefit plans of general applicability. For purposes of determining eligibility to participate in and the vesting of benefits under the PBOC employee benefit plans (other than PBOC's defined benefit pension plan), PBOC shall recognize years of service with BYL and BYL Bank BOH prior to the Effective Time. (b) PBOC and the Bank, as appropriate, shall assume: (i) the employment agreements Previously Disclosed with ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇; (ii) the Executive Salary Continuation Agreements Previously Disclosed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen and (iii) the consulting agreement with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ set forth in Schedule 5.8(b) hereto. (c) PBOC anticipates that most employees of BYL and BYL Bank BOH as of the Effective Time shall become employees of the Bank as of the Effective Time, provided that PBOC the Bank shall have no obligation to continue the employment of any BYL or BYL Bank employee such person and nothing contained in this Agreement shall give any employee of BYL or BYL Bank BOH a right to continuing employment with PBOC or the Bank after the Effective Time. Except for BYL Any BOH employee who is terminated or BYL Bank officers who are listed in Section 5.8(b) hereof, any BYL or BYL Bank employee whose position is eliminated following the Closing shall be entitled to receive one week the maximum severance payment benefits to which they would be entitled as employees of each year PBOC under PBOC's current severance policy as Previously Disclosed on Schedule 5.8B, after taking their years of service at BYL or BYL Bankto BOH into consideration. (c) The current President and Chief Executive Officer of BOH, ▇▇▇▇▇ ▇. All ▇▇▇▇▇▇▇▇▇, shall as of such BYL or BYL Bank employees shall become subject to PBOC's severance policies with respect to employment services performed after the Effective Time for PBOC or enter into an Employment Agreement with the Bank, in the form attached hereto as Exhibit B and concurrently therewith, his employment agreement with BOH dated September 18, 1997 shall be terminated. (d) The parties hereto agree that the BOH ESOP shall be terminated in accordance with the terms thereof and applicable laws and regulations effective as of the Effective Time or as soon thereafter as practicable.

Benefit Plans and Arrangements. (a) As soon as administratively practicable after the Effective Time, PBOC PHFG shall take all reasonable action so that employees of BYL the Company and BYL the Bank who are retained by PBOC and become Bank employees shall be entitled to participate in the PBOC PHFG employee benefit plans of general applicability, and until such time the Company Employee Plans, with the exception of the Company Option Plan, shall remain in effect. For purposes of determining eligibility to participate in and the vesting of benefits under the PBOC PHFG employee benefit plans (other than PBOCPHFG's defined benefit pension plan), PBOC PHFG shall recognize years of service with BYL the Company, the Bank and BYL Bank Casco Northern Bank, N.A. prior to the Effective Time. PHFG shall provide employees of the Company and the Bank with full credit for copayment and deductible amounts under any employee benefit plans paid by such employees prior to the Effective Time and shall not apply any preexisting condition limitations to such employees. (b) PBOC and the Bank, as appropriate, shall assume: (i) the employment agreements Previously Disclosed with ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇ ▇▇▇▇▇▇▇; (ii) the Executive Salary Continuation Agreements Previously Disclosed with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇. ▇▇▇▇▇ ▇. Moore, ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇ ▇▇▇ Kampen and (iii) the consulting agreement with ▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ set forth in Schedule 5.8(b) hereto. (c) PBOC anticipates that most All employees of BYL and BYL the Company or the Bank as of the Effective Time shall become employees of the Bank PHFG or PHB as of the Effective Time, provided that PBOC PHFG and PHB shall have no obligation to continue the employment of any BYL or BYL Bank employee such person and nothing contained in this Agreement shall give any employee of BYL the Company or BYL the Bank a right to continuing employment with PBOC PHFG or the Bank PHB after the Effective Time. (c) PHFG agrees to cause PHB, as successor to the Bank upon consummation of the Bank Merger, to honor the obligations of the Bank under the Severance Agreements between the Bank and each of Thomas N. Pelletier, Gregory D. Landroche, Ann P. H▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ E. ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇▇▇sl▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇suant ▇▇ ▇▇▇▇▇▇▇ ▇.▇▇ hereof (the "Severance Agreements"). Except for BYL or BYL The Company agrees that it will not, and will not permit the Bank officers who are listed in Section 5.8(b) hereofto, make any BYL or BYL Bank employee shall payment to an executive pursuant to a Severance Agreement which may be entitled required prior to receive one week severance payment of each year of service at BYL or BYL Bank. All of such BYL or BYL Bank employees shall become subject to PBOC's severance policies with respect to employment services performed after the Effective Time for PBOC (as a result of termination of an executive's employment pursuant to Section 2.1(b) of the Severance Agreement or otherwise) or thereafter without PHFG's prior written consent, it being the Bankintent of the parties that the amount of any such payment, in combination with any other "parachute payment," as defined in Section 280G(b)(2) of the Code, to which an executive may be entitled (as a result of the termination of a Company Option pursuant to Section 2.7 hereof or otherwise) shall not exceed the maximum amount that is tax-deductible by the Bank or any successor thereto under applicable federal and state law, as required by Section 3.1 of the Severance Agreements.